Terms of Service

These terms are a legal agreement between Kapeedias Tech Group Inc. ("we", "us", "FlowLogicx") and the organization that opens or uses a workspace on the FlowLogicx platform at https://app.flowlogicx.com (the "Customer", "you"). By opening a workspace, accepting an invitation, signing in or paying an invoice you agree to them on behalf of your organization, and you confirm that you have the authority to do so.

1. Definitions

• Platform: the FlowLogicx software, its modules, websites, forms, APIs, documentation and updates, and everything we host for you.
• Workspace: the Customer's own isolated area of the Platform (a "tenant").
• Authorized User: an individual the Customer invites into its Workspace: staff, instructors, technicians, contractors.
• Customer Data: everything the Customer and its Authorized Users put on the Platform, including personal information about students, clients, drivers, employees and contacts, uploaded files and published website content.
• Module: a functional area of the Platform (for example Driving School, FleetFix, Linx, Website Management, Events, Kiosk) sold in tiers with stated features and limits.
• Order: the modules, tiers, seats, add-ons, term and price you have chosen, as shown in Plan & Billing inside the Platform or in a signed quote.

2. Who may use the Platform

The Platform is built for organizations. You must be a business, non-profit, public body or sole proprietor operating in good standing, and each Authorized User must be at least nineteen years old or acting under the supervision of the Customer. If your organization's students, clients or customers use a public page you publish through the Platform (a booking page, an application form, a contact form, a website), they deal with you, not with us, and your own terms and privacy notice apply to them.

3. Accounts and security

• You are responsible for everything done in your Workspace under your Authorized Users' accounts. Keep account details accurate, keep credentials confidential, and remove users who leave.
• Tell us at techsupport@flowlogicx.com without delay if you suspect an account has been compromised.
• We may suspend an account or a Workspace temporarily where we reasonably believe it is being used to attack the Platform, other Customers or third parties, and we will tell you why as soon as we safely can.
• Sign-in and activity in your Workspace are recorded as described in our Privacy Policy; the records are available to your administrators.

4. Subscriptions, fees and payment

• What you pay. Fees are set by your Order: a monthly or annual price per Module tier, plus any seats, add-ons or metered usage the tier defines. Prices are in Canadian dollars unless the Order says otherwise. Applicable GST/HST and provincial sales taxes are added to every invoice.
• When you pay. Subscription fees are invoiced in advance at the start of each period and are due on the invoice date unless the Order sets payment terms. Metered usage is invoiced in arrears.
• How you pay. By the payment method you set up in Plan & Billing. Setting up a bank payment method means agreeing to the pre-authorized debit agreement presented to you at that time; you may cancel that agreement with the notice it describes, in which case another payment method is required.
• Late payment. If an invoice is not paid when due we may retry the payment method, send reminders, and, after the retry schedule and a grace period of at least fourteen days, suspend the Workspace until the balance is paid. Suspension does not delete Customer Data and does not end this agreement. We may charge interest on overdue amounts at 1% per month (12.68% per year).
• Changes to prices. We may change the price of a Module or tier with at least thirty days' written notice; the new price applies from your next renewal. Pricing that your Order describes as grandfathered or founder pricing is kept for as long as that Order stays active.
• Refunds. Fees are non-refundable except where these terms or the law say otherwise, or where we agree in writing.
• Trials and free tiers. Where we offer a trial or a free tier, it may be limited in features, time or volume and may be changed or withdrawn on notice.

5. Customer Data

• Ownership. Customer Data is yours. You grant us a licence to host, copy, transmit, display and process it only as needed to provide the Platform, to keep it secure, to comply with law and to follow your instructions.
• Your responsibilities. You are the organization accountable under the Personal Information Protection Act (British Columbia), PIPEDA or the privacy law that applies to you for the personal information in your Workspace. You confirm that you have the consent or other legal authority to collect it, to give it to us, and to have it processed and stored as our Privacy Policy describes (including by service providers outside Canada), and that you will answer access and correction requests from the individuals concerned. Where your records concern minors, you obtain the consent the law requires.
• Our responsibilities. We process Customer Data only on your instructions as expressed through the Platform and this agreement, we keep the safeguards described in our Privacy Policy, we tell you without undue delay about any breach of security safeguards affecting your Customer Data, and we assist you with the individuals' requests and regulatory enquiries that relate to it. We use the service providers listed in our Privacy Policy and will notify your administrators by email at least thirty days before adding one that will process Customer Data.
• Where it is kept. The Platform and its database run in data centres in Canada. Uploaded media and email delivery use providers that may store or process data outside Canada, as our Privacy Policy sets out.
• Export and deletion. You can export your records from the Platform at any time during the term. For thirty days after this agreement ends we keep your Workspace available for export on request; after that we delete Customer Data from the live Platform within ninety days, and it ages out of backups on their normal cycle. We keep only what the law requires us to keep, such as invoices.
• Aggregate data. We may use statistics about how the Platform is used, in a form that does not identify you or any individual, to operate and improve it.

6. Acceptable use

You will not, and will not let anyone else:

• use the Platform to break any law, to infringe anyone's rights, or to store or send content that is defamatory, hateful, obscene, or that you have no right to use;
• send unsolicited commercial electronic messages through the Platform, or otherwise breach Canada's anti-spam legislation with messages you send from it;
• upload malware, probe or test the security of the Platform without our written permission, or try to reach another Customer's Workspace;
• scrape, crawl or bulk-download the Platform other than through the export features we provide;
• reverse engineer, copy, resell, sublicense or offer the Platform as a service to third parties, or remove any notice on it;
• interfere with the Platform's operation, evade rate limits or usage limits, or share one Authorized User account among several people.

We may remove content or suspend access that breaches this section. Where practical we will warn you first and give you a chance to fix the problem.

7. Pages you publish

When you publish a website, booking page, application form, contact form or kiosk experience through the Platform you are its publisher. You are responsible for its content, for the notices it must carry (including your own privacy notice and any consent wording your industry requires), for the accuracy of what it promises your customers, and for the domain names you connect. We provide the hosting and the tools; we do not review your content.

8. Connected services

The Platform can connect to third-party services such as Intuit QuickBooks Online, GoCardless, Samsara and DataDis. Connecting one is your choice, is governed by your own agreement with that provider, and may move Customer Data to it. We are not responsible for a third-party service, for its availability or for changes it makes to its API, and you may disconnect a service at any time from your Workspace settings.

9. Intellectual property

The Platform, including its software, design, themes, documentation and the FlowLogicx name and logo, belongs to Kapeedias Tech Group Inc. and its licensors and is protected by copyright and trademark law. This agreement grants you a non-exclusive, non-transferable right to use the Platform for your internal business during the term; it does not transfer ownership of anything. If you give us feedback or suggestions you allow us to use them without obligation to you. Open-source components included in the Platform are licensed under their own terms.

10. Availability, support and changes

• We make commercially reasonable efforts to keep the Platform available around the clock, but we do not promise uninterrupted service. Planned maintenance is scheduled outside Pacific business hours where possible and announced in advance when it will affect you.
• Support is provided by email at techsupport@flowlogicx.com and through the request tools inside the Platform, during Pacific business hours, at the level included in your tier.
• We improve the Platform continuously and may add, change or retire features. If a change materially reduces a feature you pay for, we will give you at least sixty days' notice and you may end the affected subscription at the end of that notice without penalty.
• Features labelled beta, preview or pilot are provided for evaluation, may change or disappear without notice, and are excluded from any service commitment.

11. Confidentiality

Each party will keep the other's confidential information (for us, Customer Data and your business information; for you, non-public information about the Platform, its pricing and its security) confidential, use it only for this agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, that the recipient already had, or that must be disclosed by law, in which case the recipient gives the other party notice where allowed.

12. Warranties and disclaimers

We warrant that the Platform will perform materially as described in its documentation and that we will provide it with reasonable skill and care. Except for that, and to the fullest extent the law allows, the Platform is provided "as is" and we disclaim all other warranties, conditions and representations, express or implied, including fitness for a particular purpose, merchantability and non-infringement. We do not warrant that the Platform will meet every requirement of your industry's regulator; you remain responsible for your own compliance. Nothing in these terms limits rights that a consumer has under the Business Practices and Consumer Protection Act (British Columbia) or another law that cannot be excluded by agreement.

13. Limitation of liability

To the fullest extent the law allows:

• neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused;
• our total liability for all claims arising out of or relating to the Platform or this agreement in any twelve-month period is limited to the fees you paid us for the Platform in that period.

These limits do not apply to a party's fraud, wilful misconduct or gross negligence, to your payment obligations, to your indemnity in section 14, or to liability that the law does not allow to be limited.

14. Indemnity

You will defend and indemnify Kapeedias Tech Group Inc. and its officers, employees and contractors against third-party claims, and the resulting damages, penalties and reasonable legal costs, arising from Customer Data, from pages you publish, from your breach of section 5 or 6, or from your violation of law. We will give you prompt notice of the claim and reasonable cooperation, and you will not settle a claim in a way that admits fault on our behalf without our consent.

15. Term, suspension and termination

• This agreement starts when you first use the Platform and continues while you have an active subscription.
• Monthly subscriptions renew each month and may be cancelled from Plan & Billing effective at the end of the current period. Annual subscriptions renew for a further year unless cancelled at least thirty days before the renewal date.
• Either party may end this agreement on written notice if the other materially breaches it and does not cure the breach within thirty days of notice, or immediately if the other becomes insolvent.
• We may end the agreement or a subscription for convenience on ninety days' written notice, refunding any prepaid fees for the period after the end date.
• On termination your right to use the Platform ends, the export period in section 5 applies, and sections 5 (data), 9, 11, 12, 13, 14, 16 and 17 survive.

16. Governing law and disputes

This agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in it, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before starting a proceeding, the parties will try in good faith for thirty days to resolve any dispute by discussion between senior representatives. After that, the courts of British Columbia have exclusive jurisdiction, and each party attorns to them, except that either party may seek an injunction in any court to protect its intellectual property or confidential information.

17. General

• Entire agreement. These terms, the Privacy Policy, the Cookie Policy and your Order are the whole agreement between us about the Platform and replace any earlier discussion. If an Order conflicts with these terms, the Order governs for that Order.
• Changes to these terms. We may update these terms; the effective date at the top shows the current version. For material changes we will notify your administrators by email at least thirty days before they take effect. Continuing to use the Platform after that date means you accept the updated terms; if you do not, you may cancel before then.
• Notices. We send notices to the email addresses of your administrators; you send notices to techsupport@flowlogicx.com or to Kapeedias Tech Group Inc., P.O. Box 21024 Southgate, Chilliwack, BC V2P 2M0, Canada. Electronic notices and electronic acceptance are valid under the Electronic Transactions Act (British Columbia).
• Assignment. You may not assign this agreement without our written consent, which we will not unreasonably withhold; we may assign it to a successor of our business on notice to you.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Severability and waiver. If a provision is unenforceable the rest stays in force; a party's failure to enforce a provision is not a waiver of it.
• Relationship. The parties are independent contractors. Nothing here creates a partnership, joint venture or agency.
• Language. The parties have required that this agreement be drawn up in English.

18. Contact

Kapeedias Tech Group Inc.
P.O. Box 21024 Southgate, Chilliwack, BC V2P 2M0, Canada
Email: techsupport@flowlogicx.com
Phone: +1 604 791 2932